A/N: So this is completely based on 3x01 spoilers. So don't read if you aren't looking to be spoiled! It's my take on how the season is going to go. Includes mostly Oliver/Felicity/Ray.

Part I

It had started innocently enough. He'd bumped into her in line getting coffee and apologized, offering her a handkerchief to clean the spot off her skirt where her drink had spilled. She'd remarked how no one used handkerchiefs anymore before even realizing who he was.

She'd met him the day before at Queen Consolidated. She was there with Oliver discussing strategies to get the company back when he'd walked in and introduced himself. Ray Palmer, genius physicist and apparently the potential new CEO of the company.

But now she was getting text messages from him (yes, she'd given him her phone number when he'd asked- she was just too flattered and caught off guard to do anything else) and she wasn't quite sure how she felt about his invitation to dinner. There had only been a couple of texts though, so Felicity hoped that she'd played it off coolly enough that he would take the hint.

And then right in the middle of her and Oliver's debrief on the mysterious new man in question, her phone rang, his name flashing across the screen in bright white. She flipped her phone quickly, hoping Oliver hadn't noticed as it continued to buzz loudly against the cool metal desk. She felt like she was betraying Oliver enough already just texting the guy, she had no idea what she would tell him if she agreed to a date.

"Who's the guy?" Roy asked, leaning an arm over the back of Felicity's chair, making her rock back and forth slightly.

She gulped hard, avoiding the now pressing gaze she could feel coming from Oliver's direction. "No one," she answered, lying through her teeth.

"Uh huh," Roy said with a smirk before something caught his attention across the room and she was left in a heavy and uncomfortable silence with Oliver.

There had been a lot of similar heavy and uncomfortable silences between her and Oliver since their date turned nightmare turned confession of feelings turned heartbreak. It was one thing to have a crush on Oliver. It was a completely different can of worms hearing the guy say that he wants to be with you, but can't let himself get close enough to.

So most nights they did an awkward dance of avoiding eye contact and keeping things mostly business. There were still the brief moments of true camaraderie that shined through, usually late at night when they'd been busy researching for hours and were too tired to keep their guards up anymore. And those were the nights Felicity remembered fondly, the nights where it felt like old times again.

"Ray Palmer, huh?" Oliver questioned once Roy was out of earshot. Oliver was leaning back against the desk, arms crossed over his chest, looming over her. She couldn't tell if he was trying to look threatening or it was just the tight set of his jaw when he spoke the other man's name, but either way Felicity felt an involuntary shiver crawl up her spine.

"It's nothing," she said, still avoiding eye contact and instead going back to digging up the information she was looking for. Oliver had asked her to look into why Ray was after Queen Consolidated and she'd found limited intel on what he could be after thus far.

Oliver leaned in closer. "He has your personal number, Felicity, I wouldn't call that nothing." She could feel his breath tickling her ear and she bit her lip to keep from snapping at him.

"He has it because I gave it to him. The other day. When we ran into eachother at the coffee shop." By this point his gaze was burning so far into her that she couldn't help but meet his eyes. She paused what she was doing, turned her chair slightly, and looked up at him. "So, go on. Chastise me for fraternizing with the enemy or whatever your angry face is about to come up with."

Oliver took a moment to process what she'd said. Clearly her word choice had a certain context with it that seemed to leave him reeling just the slightest And then, after what seemed like an eternity, but could have only lasted a second or two, he spoke. "I think you should go," he said, dropping his own gaze to the floor.

"You what?" Felicity asked. She spun her chair to face him completely, her knees bumping his slightly before she had a chance to re-adjust her seat. His eyes looked pained at the loss of contact. Or maybe she was just projecting it, because as quickly as she thought she saw it, it was gone.

He placed a hand on either side of her shoulders, planting himself firmly and directly across from her. "More than anything in this world, Felicity… I want you to be happy." He swallowed hard, taking in a sharp breath. "So, I think you should go out with him if that's what you want to do."

"What if it's not what I want?" she asked, eyes searching his for some unknown and hidden answer. For some indication that he understood what she was asking, what she was really asking.

"Then don't go," he replied simply, standing and walking away.

"Don't go?" Felicity repeated, following him and indignant. "That's all you have to say?"

Oliver stopped and spun around. "What do you want me to say?" he asked and Felicity saw that hint of pain in his eyes again, stopping her dead in her tracks. What did she want him to say? Of course, her heart screamed that she wanted him to stop her, to tell her not to go, that she was his and he was hers. And her head screamed that she didn't want him to say anything, that it was what he was best at doing- staying quiet and avoiding any emotional entanglements.

And in that moment, her head won. "Nothing," she said dismissively, softly. Oliver turned away from her then, and headed up the stairs.

Felicity watched until he disappeared, her head and heart still battling to be heard. She shook her head briefly, clearing her thoughts as she went back to work. It wasn't long before Diggle came up beside her.

"Hey," he said softly, his hand falling on Felicity's shoulder, making sure to grab her attention.

Felicity glanced up at him and offered a sad smile. "Hey back."

"You know how he feels about you," Diggle said finally after a long pause.

She nodded. "I do." Felicity bit her lower lip, feeling the internal struggle still surging. "But I also know that he's not ready to do this… to do us. Maybe he never will be" She let out a heaving sigh. "So what am I supposed to do until then? Sit around oogling him and waiting for him to give me the time of day? Because I feel like I've already been doing that for too long, Digs." She could feel the tears brimming up in the corner of her eyes, but she pushed them away, meeting Diggle's eyes. "I deserve more than that."

"Then what are you going to do?" he asked, an expectant eyebrow raised.

Felicity shrugged. "I guess I'm going on a date."

It was a few weeks later by the time the date actually happened. Ray was out of town getting some last minute preparations done in regards to his move to Starling City, and Felicity found herself ping ponging between being nervous and guilty. But as she sat at the cozy dining table in his otherwise sprawling apartment, Felicity found herself quite excited for the night that was ahead of her.

"Red wine?" Ray asked, peaking his head around the corner from the kitchen.

"I can help you know," Felicity said, fidgeting nervously in her seat. She didn't like being idle. She much preferred being engaged in something, even if it was just conversation. "I'm great at pouring wine for instance." As soon as she'd said the words, she felt a blush creep up her neck and onto her cheeks. Maybe not the best impression to leave on the guy. But Ray laughed, lighthearted and musical nodding his head as he held the bottle of wine out for her.

Felicity rose from her chair, meeting him in the kitchen and taking the bottle of wine, which he'd just opened, and pouring a glass for each of them. Whatever was simmering on the stove smelled amazing, and she remarked as much, before taking a sip from her wine glass.

"Thanks," Ray answered. "Old family recipe." He moved around the kitchen effortlessly, and Felicity found herself surprised that he seemed to be so at ease. She immediately pictured Oliver in the same scenario, and had to admit she found it less likely that he would be as comfortable. She banished the thought immediately, however, feeling like she was betraying both men by mingling thoughts of them in her mind.

"Do you cook a lot?" Felicity asked, popping a raw carrot stick into her mouth. She hadn't realized it before, but with the aroma filling the kitchen, her stomach gurgled with anticipation. When was the last time she had eaten anything?

"To be honest, it's the only meal I can pull off without burning," he shot her a thousand watt grin that made Felicity smile right back. "It's kind of my go-to when I really want to impress a girl."

"Ah, lots of experience with it then?" Felicity asked, feeling their familiar banter begin to shine through.

Ray placed his hand over his heart in mock pain. "You wound me," he answered melodramatically. He stumbled backwards, until he rested, slumped over against the counter behind him. Ray was right beside Felicity now, just a few inches from her.

The wine trickled through her veins, leaving a light blush linger on her cheeks and a warmth spread inside her. She swatted at his arm with the back of her hand, feeling lighter and more buoyant than she had remembered feeling in a long time. "Come on, genius billionaire inventor? And good looking to boot? You could have your pick of any girl in Starling. You can't tell me you haven't taken advantage of that a time or two."

Ray narrowed his eyes at her, studying her face. "Did you just call me good looking?"

"What?" Felicity blustered. "No- I-"

Ray grinned again, and she felt her insecurities melt away. "Well, I have a confession of my own, if we're making them."

Felicity gulped down what was probably too much wine. "I don't know if I've had enough to drink for confessions…"

He laughed, moving back to the pot on the stove and stirring it again. "My magic risotto is actually to hopefully impress and win you over on two fronts."

"Oh?" Felicity questioned.

"I was kind of hoping you'd come back and work for me at QC. I don't know what you did to piss off Isabel Rochev, but you are far too talented to be unemployed." Ray glanced her way, meeting her eyes for just the briefest moment. "And I realize that this may make everything a little more complicated, but…" he paused. "You were right about one thing, I'm the kind of guy that goes after what he wants."

Felicity gulped again, this time involuntarily. She wasn't sure she'd ever met someone as direct as Ray Palmer, and she really wasn't sure how to handle his bluntness, especially when it came to flattering her.

Felicity was torn, despite it all, as thoughts of Oliver still lingered in her brain no matter how she tried to squash them. And at the end of the night when Ray walked her downstairs to her car and leaned in for a kiss, Felicity pulled away, clearing her throat awkwardly and giving him a quick hug.

"This was fun," she said, hand rummaging through her bag for her keys.

"And you'll think about the job offer?" Ray asked, his hand lingering on her arm.

Felicity nodded. "I'll think about it."

"Good," he said, offering her another bright smile. Ray gave her one more quick squeeze on her arm before she ducked into her car. Felicity pulled her door closed behind her and rested her head back against the seat. Part of her was elated from the night she had with Ray. It was refreshing to talk openly, to flirt openly, and to be appreciated openly. It wasn't that she didn't get those things anywhere else, it was more that they were a bit harder to come by. And she hated comparing Oliver and Ray, she really did. But there were moments in her mind when she just wasn't able to help it.

Still, she'd found enough reason to pull away and not let Ray kiss her. Even if she'd wanted to. Even if she'd really wanted to.

Hoping that she wouldn't regret it, Felicity pulled out of the parking lot, and headed for the lair.